May 28, 2020

Matters Concerning Controlling Shareholders
Tokyo Individualized Educational Institute (TIEI) announces the following matters concerning
controlling shareholders with respect to its parent company, Benesse Holdings, Inc.
1. Names of parent company, controlling shareholders (other than parent company) andother affiliated companies(As of February 29, 2020)
Name
Attribute
Percentage ofExchange on whichshares issued by thevoting rights
parent company are listedowned (%)
Benesse Holdings, Inc. Parent company
61.91
Tokyo Stock Exchange,First Section
Note: Percentage of voting rights owned (%) is rounded down to the nearest two decimal places.
2. Position of TIEI (the listed company) in the corporate group of the parent company andrelationships with other listed companies and the parent company
Benesse Holdings, Inc. is the parent company of TIEI, and owns 61.91 percent of TIEI voting rights.
TIEI is a member of the Benesse Group (the Group), which is centered on Benesse Holdings, Inc.,a holding company. The Group is engaged in the following businesses.

Domestic Education Company
Off-Campus learning business (correspondence courses for elementary to high school students,
prep schools, children’s English language class business), school and teacher support business,etc.
Global Kodomo Challenge Company
Correspondence course business focused on preschool children in Japan, mainland China, Taiwan,and Indonesia, etc.
Nursing Care and Childcare Company
Nursing home service business (nursing homes for the elderly and home help service), nursing careservice business in the home, medical and nursing care staff placement business, daycare andafterschool childcare operation business, food delivery services for seniors business, etc.
Berlitz Company
Language education business, ELS business (overseas study support business), global leadershiptraining business, etc.
OthersMail-order business Tamahiyo Uchiiwai and Tamahiyo Shop (family celebration items), Tamago
Club and Hiyoko Club – magazines dealing with pregnancy, childbirth, and child- rearing, operate
and maintain an information system maintenance and information processing service businesses,
etc.
TIEI is part of the Off-Campus learning Company in the Group. Using the Group’s brand power in theeducation industry and other business resources and economies of scale, TIEI works to increase
corporate value as well as added value by further promoting Group cooperation in areas such as
marketing and service development.

As of May 28, 2020, out of TIEI’s seven directors and four Audit & Supervisory Board members, two(one director and one Audit & Supervisory Board member) also serve as directors or Audit &Supervisory Board members of the parent company. The composition of the Board of Directors isdetermined by considering the balance so that the whole board can carry out appropriate and flexible
decision-making and supervision of business execution. The entire Board of Directors strives to foster
an atmosphere of respect for open and constructive dialogue and exchange of opinions, including theraising of concerns by independent outside directors.
Concurrent Positions of Directors and Audit & Supervisory Board Members (As of May 28, 2020)
Title
NamePosition at Parent Company or
Reason for Appointment
Other Group Company
DirectorKenji
To further deepen Group
Senior Executive Officer, General
cooperation based on aYamakawa
Manager of School Company,
wealth of experience andDeputy General Manager of Offknowledge in theCampus Learning Company,
education industry overGeneral Manager of Group Business many years
Promotion Sector of Off-Campus
Learning Company at Benesse
Holdings, Inc.
Director, General Manager of School
Company, Deputy General Managerof Off-Campus Learning Company,General Manager of Group Business
Promotion Sector of Off-Campus
Learning Company at Benesse
Corporation
Director of Ochanomizu SeminarCo., Ltd.
Director, Benesse BE Studio Inc.
Director, Tokyo Educational InstituteCo., Ltd.
Director, UP Inc.
Audit &Supervisory
Board
MemberNaoto Saito

To enhance TIEI’s auditingStanding Audit & Supervisory Board system by taking
advantage of his broad
Member of Benesse Holdings, Inc.
Audit & Supervisory Board Member experience and deep
insight in management inof Benesse Corporation
Audit & Supervisory Board Member the Benesse Group andthe field of finance andof, Berlitz Japan, Inc.
accounting

The relationship between TIEI and the parent company and its group companies is as describedabove. It is our understanding that neither of these relationships affects TIEI’s own businessactivities and management decisions. As a listed company, TIEI responsibly manages its businessindependently from the parent company.

3. Transactions with controlling shareholders(March 1, 2019 to February 29, 2020)
Capital
TypeParentcompany

Name ofCompany

BenesseHoldings,Inc.

Location

Kita-ku,Okayama-shi,
Okayama(Thousandyen)

13,700,220BusinessHoldingcompany

Percentage of
Voting Rights
Owned byParent (%)(Held by thecompany)
Directly 61.9

Relationshipwith Related
Parties

Equity andbusiness tieups
Concurrent
posts ofdirectors

Transaction
AmountTransactions(Thousandyen)

CMS transactions(Note)

300,203

Account
Item

Balance at
End ofPeriod(Thousandyen)

Affiliatedcompany
deposits

300,218

Note: These are transactions by a cash management service (CMS), and the transaction amount is the averagetransaction volume during the period. Interest rates are set in a reasonable manner taking market rates into
consideration. The transaction amount does not include consumption tax or other taxes.

TIEI has entered into a capital and business alliance with the parent company and deals with mattersthat seriously affect its management appropriately in accordance with such agreement.
Regarding transactions with group companies including the parent company, decisions on significant
transactions are made after the terms and conditions of the transaction and the validity of thedecision-making process are fully deliberated by the Board of Directors, which includes multiple
independent outside directors, from the standpoint of ensuring independence from the group.
In addition, for transactions with related parties, TIEI has established criteria for determining
whether the related party has a special interest in light of factors including the nature and significanceof the transaction. For Board of Directors resolutions, in accordance with these criteria the Board
determines in advance whether or not any directors have a special interest. Those who are deemed tohave special interests based on the criteria may not participate in the resolution.
4. Implementation of measures for protecting minority shareholders in transactions withcontrolling shareholders
TIEI executes its business based on maintaining independent business management and transactions
in relationships with group companies including the parent company. Moreover, the terms andconditions of transactions with group companies including the parent company are determinedrationally through consultation based on the market, market prices and other information in accordancewith appropriate procedures.
5. Other information necessary for investors to properly understand and make appropriate
decisions on company information
None applicable